Maximum contribution limit change. Underlying fund change

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SUPPLEMENT DATED AUGUST 2016 TO THE COLLEGEINVEST

DIRECT PORTFOLIO COLLEGE SAVINGS PLAN

PLAN DISCLOSURE STATEMENT, PARTICIPATION AGREEMENT,

AND PRIVACY POLICY DATED MARCH 2015

This Supplement describes important changes for the CollegeInvest Direct Portfolio College Savings Plan (the Plan). This information is intended to supplement the Plan Disclosure Statement, Participation Agreement, and Privacy Policy dated March 2015, as supplemented by a Supplement dated January 2016 (the Plan Disclosure Statement). Please keep this Supplement with your other Plan documents.

Maximum contribution limit change

Effective July 1, 2016, the maximum contribution limit increased to $400,000 from $350,000.

The following replaces the definition for Maximum Contribution Limit in the “PLAN HIGHLIGHTS” section on page 2 of the Plan Disclosure Statement:

$400,000—Plan accounts that have reached the combined Maximum Contribution Limit across all 529 Plans sponsored by the State of Colorado (“Colorado 529 Plans”) for the same Beneficiary may continue to accrue earnings, but additional contributions are prohibited unless the combined account balance falls below the Maximum Contribution Limit.

See Part 7. Other Information About Your Plan Account—Maximum Contribution Limit, page 32.

The following replaces the first paragraph to the “PART 7. OTHER INFORMATION ABOUT YOUR PLAN ACCOUNT—Maximum Contribution Limit” section on page 32 of the Plan Disclosure Statement:

You may contribute to a Plan account for a Beneficiary provided the aggregate balance of all accounts for the same Beneficiary under all Colorado 529 Plans does not exceed the maximum contribution limit (the “Maximum Contribution Limit”), which currently is $400,000. For more details, see Part 8. Tax Matters—Maximum Contribution Limit.

The following replaces the second sentence of the “PART 8. TAX MATTERS —Maximum Contribution Limit” section on page 36 of the Plan Disclosure Statement:

Currently, the aggregate Maximum Contribution Limit under The Plan for the benefit of a particular Beneficiary is $400,000. The following replaces the first sentence of #3 in the “PARTICIPATION AGREEMENT —Contributions to Your Account” section on page 43 of the Plan Disclosure Statement:

For each Beneficiary, there is an aggregate Maximum Contribution Limit of $400,000 for all Accounts established under The Plan and accounts established under any other Colorado 529 Plans (including the Smart Choice College Savings Plan, the Stable Value Plus College Savings Plan, the Scholars Choice College Savings Program, and any other 529 Plans that CollegeInvest may develop and offer in the future).

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The following replaces the chart in the “PART 3. THE PLAN INVESTMENT OPTIONS—Individual Portfolios” section on page 11 of the Plan Disclosure Statement:

Underlying Fund Aggressive Growth Portfolio Growth Portfolio Moderate Growth Portfolio Conservative Growth Portfolio Income Portfolio Vanguard Institutional Total Stock

Market Index Fund Institutional Plus Shares

70% 52.50% 35% 17.50% 0%

Vanguard Total International Stock Index Fund Institutional Plus Shares

30 22.50 15 7.50 0

Total Stock Funds 100% 75% 50% 25% 0%

Vanguard Total Bond Market II Index Fund Institutional Shares

0% 20% 40% 60% 42%

Vanguard Total International Bond Index Fund Institutional Shares

0 5 10 15 15

Vanguard Short-Term Inflation-Protected Securities Index Fund Institutional Shares

0 0 0 0 18

Total Bond Funds 0% 25% 50% 75% 75%

Vanguard Federal Money Market Fund Investor Shares

0% 0% 0% 0% 25%

Total Money Market Funds 0% 0% 0% 0% 25%

TOTAL 100% 100% 100% 100% 100%

The following replaces the first paragraph in the Investment Strategy section under “PART 3. THE PLAN INVESTMENT OPTIONS – Income Portfolio” on page 16 of the Plan Disclosure Statement:

Investment Strategy

The Portfolio invests in three Vanguard bond funds and one Vanguard money market fund, resulting in an allocation of 75% of its assets to investment-grade U.S. bonds and 25% of its assets to short-term investments. The percentages of the Portfolio’s assets allocated to each Underlying Fund are:

Vanguard Total Bond Market II Index Fund Institutional Shares 42% Vanguard Total International Bond Index Fund Institutional Shares 15% Vanguard Short-Term Inflation-Protected Securities Index Fund Institutional Shares 18%

Vanguard Federal Money Market Fund Investor Shares 25%

The following replaces the fifth and sixth paragraphs in the Investment Strategy section under “PART 3. THE PLAN INVESTMENT OPTIONS – Income Portfolio” on page 16 of the Plan Disclosure Statement:

Through its investment in Vanguard Federal Money Market Fund Investor Shares, the Portfolio indirectly invests in high-quality, short-term money market instruments issued by the U.S. government and its agencies and instrumentalities. The Fund maintains a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.

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The following replaces the Investment Risks section under “PART 3. THE PLAN INVESTMENT OPTIONS – Income Portfolio” on page 16 of the Plan Disclosure Statement:

Because it invests mainly in bond funds, the Portfolio primarily is subject to low to moderate levels of interest rate risk, credit risk, income risk, call/prepayment risk, and income fluctuation risk. The Portfolio also has low to moderate levels of country/regional risk, nondiversification risk, and currency hedging risk, and low levels of manager risk, index sampling risk, and derivatives risk. The following replaces the Investment Strategy section under “PART 3. THE PLAN INVESTMENT OPTIONS – Money Market Portfolio” on page 18 of the Plan Disclosure Statement:

The Portfolio invests all of its assets in Vanguard Federal Money Market Fund Investor Shares. Through its investment in Vanguard Federal Money Market Fund Investor Shares, the Portfolio indirectly invests in high-quality, short-term money market instruments issued by the U.S. government and its agencies and instrumentalities. Although these securities are high-quality, most of the securities held by the Fund are neither guaranteed by the U.S. Treasury nor supported by the full faith and credit of the U.S. government. The Fund maintains a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.

Under the new money market reforms, government money market funds are required to invest at least 99.5% of their total assets in cash, government securities, and/or repurchase agreements that are collateralized solely by government securities or cash (collectively, government securities). The Fund generally invests 100% of its assets in government securities and therefore will satisfy the 99.5% requirement for designation as a government money market fund.

Note: The Portfolio’s investment in Vanguard Federal Money Market Fund Investor Shares is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of the investment at $1 per share, it is possible that the Portfolio may lose money by investing in the Fund.

The following replaces the Investment Risks section under “PART 3. THE PLAN INVESTMENT OPTIONS—Money Market Portfolio” on page 18 of the Plan Disclosure Statement:

Because it invests entirely in a money market fund, the Portfolio is primarily subject to income risk and low levels of credit risk, manager risk, and derivatives risk.

The section entitled “Industry Concentration Risk” is deleted in its entirety from the “Explanation of the Risk Factors of the Portfolios and Underlying Funds” section under “PART 3. THE PLAN INVESTMENT OPTIONS” on page 21 of the Plan Disclosure Statement.

The following replaces the chart in the “PART 3. THE PLAN INVESTMENT OPTIONS – Portfolio Performance” section on page 22 of the Plan Disclosure Statement:

Direct Portfolio Average Annual Returns as of June 30, 2016*

Portfolio*** 1 Year 3 Year 5 Year 10 Year Since Inception Inception Date

Aggressive Growth Portfolio –1.59% 8.36% 8.66% 5.77% 6.55% 10/28/2004

Growth Portfolio 0.59 7.43 7.60 5.79 6.25 10/22/2004

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The following replaces the chart in the “PART 3. THE PLAN INVESTMENT OPTIONS –Underlying Fund Performance” section on page 23 of the Plan Disclosure Statement:

Average Annual Returns as of June 30, 2016*

Underlying Fund 1 Year 3 Year 5 Year 10 Year Since Inception Inception Date

Vanguard Institutional Total Stock Market Index Fund Institutional Plus Shares

2.24% 11.16% 11.67% 7.62% 6.28% 05/31/2001

Vanguard Total Bond Market Index Fund Institutional Plus Shares

6.14 4.05 3.76 5.16 5.55 09/18/1995

Vanguard Total Bond Market II Index Fund Institutional Shares

6.08 4.00 3.70 — 4.51 02/17/2009

Vanguard Short-Term Inflation-Protected Securities Index Fund Institutional Shares

1.68 0.57 — — 0.10 10/17/2012

Vanguard Total International Bond Index Fund Institutional Shares

8.04 5.74 — — 5.13 05/31/2013

Vanguard Prime Money Market Fund Institutional Shares**

0.31 0.14 0.12 1.24 3.31 10/03/1989

Vanguard Total International Stock Index Fund Institutional Plus Shares

–9.07 2.06 0.63 — 2.69 11/30/2010

* The performance data shown represent past performance, which is not a guarantee of future results. Investment returns and principal value will fluctuate, so Account Owners’ Portfolio units, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit www.collegeinvest.org. Source: Vanguard.

**This fund is being replaced by the Vanguard Federal Money Market Fund effective August 31, 2016 as discussed in this Supplement.

The following replaces the chart in the “PART 4. THE PLAN FEES AND CHARGES” section on page 25 of the Plan Disclosure Statement:

Annual Asset-Based Fees as of June 30, 2016

Portfolio

Estimated Underlying Fund Expenses*

CollegeInvest

Administrative Fee** Manager’s Fee

Total Annual Asset-Based Fees

Aggressive Growth Portfolio 0.04% 0.06% 0.29% 0.39%

Growth Portfolio 0.04 0.06 0.29 0.39

Moderate Growth Portfolio 0.04 0.06 0.29 0.39

Conservative Growth Portfolio 0.03 0.06 0.30 0.39

Income Portfolio 0.06 0.06 0.27 0.39

Stock Index Portfolio 0.02 0.06 0.31 0.39

Bond Index Portfolio 0.04 0.06 0.29 0.39

Money Market Portfolio*** 0.11 0.06 0.22 0.39

* Estimated Underlying Fund Expenses include each Underlying Fund’s investment advisory fee, administrative, and other expenses. The Expenses disclosed in this table reflect each Underlying Fund’s expense ratio as disclosed in its most recent prospectus available as of June 30, 2016, and are net of any “Acquired Fund Fees and Expenses” otherwise applicable to the Underlying Fund. Estimated Underlying Fund Expenses for Blended Portfolios represent a weighted average of the expenses of the Portfolio’s multiple Underlying Fund(s). Source: Vanguard.

**Reflects CollegeInvest’s election to waive 0.04% of its 0.10% administrative fee.

*** This reflects the underlying fund expenses for the Vanguard Federal Money Market Fund which was not an investment as of June 30, 2016 but is an investment effective August 31, 2016. The Money Market Portfolio’s management fee and the CollegeInvest administrative fee may be voluntarily waived in an effort to maintain a net yield of 0.00%.

Additional Information

If you have questions concerning this Supplement, please call 800-997-4295 or visit the CollegeInvest website at www.collegeinvest.org.

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SUPPLEMENT DATED APRIL 2016 TO THE COLLEGEINVEST

DIRECT PORTFOLIO COLLEGE SAVINGS PLAN

PLAN DISCLOSURE STATEMENT, PARTICIPATION AGREEMENT,

AND PRIVACY POLICY DATED MARCH 2015

This Supplement describes important changes for the CollegeInvest Direct Portfolio College Savings Plan (the Plan). This information is intended to supplement the Plan Disclosure Statement, Participation Agreement, and Privacy Policy (the Plan Disclosure Statement) dated March 2015. Please keep this Supplement with your other Plan documents.

Protecting Americans from Tax Hikes (PATH) Act of 2015

On December 18, 2015, the “Protecting Americans from Tax Hikes (PATH) Act of 2015,” or “PATH Act,” was signed into law. The PATH Act introduces the following improvements to 529 Plan tax treatment, effective for tax years beginning after December 31, 2014:

Certain Computer Equipment, Software, and Services Constitute “Qualified Higher Education Expenses”

The definition of “Qualified Higher Education Expenses,” as set forth in the “Other Information About Your Plan Account—Withdrawals-Qualified Higher Education Expenses” section on page 32 of the Plan Disclosure Statement, the “Tax Matters—Qualified Higher Education Expenses” section on page 37 of the Plan Disclosure Statement, and the “Participation Agreement—Qualified Higher Education Expenses” section on page 43 of the Plan Disclosure Statement, is expanded to include expenses for the purchase of computer or peripheral equipment (as defined in Section 168(i)(2)(B) of the Code), computer software (as defined in Section 197(e)(3)(B) of the Code), or internet access and related services, if such equipment, software, or services are to be used primarily by the Beneficiary during any of the years the Beneficiary is enrolled at an Eligible Educational Institution. Expenses for computer software designed for sports, games, or hobbies do not qualify as Qualified Higher Education expenses unless the software is predominantly educational in nature.

Ability to Recontribute Refunded Amounts

When given a refund from an Eligible Educational Institution of amounts paid out of a Beneficiary’s 529 Plan account for Qualified Higher Education Expenses, Account Owners can now recontribute that money into the same or another 529 Plan account for the same Beneficiary without incurring federal income taxes or penalties on the recontributed amounts, provided the Account Owner recontributes the money within 60 days of receiving it.

The following is added as an additional paragraph to the “Other Information About Your Plan Account—Withdrawals” section on page 31 of the Plan Disclosure Statement:

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The following sentence is added at the end of the second paragraph of the “Tax Matters—Nonqualified Withdrawals” section on page 38 of the Plan Disclosure Statement:

If all or part of a Qualified Withdrawal used to pay Qualified Higher Education Expenses of a Beneficiary is refunded by the Eligible Educational Institution but is not recontributed to a 529 Plan account as part of a Qualified Recontribution, then the refunded amount will be treated as a Nonqualified Withdrawal and subject to the tax treatment described above.

Accounts No Longer Required to be Aggregated Across Colorado Section 529 Plans for Withdrawal Purposes

The PATH Act also eliminated a burdensome recordkeeping requirement for a 529 Plan to calculate the earnings portion of distributions by aggregating multiple 529 accounts with the same Account Owner and Beneficiary within a program. In connection with this change, starting with the 2015 tax year, CollegeInvest is no longer aggregating CollegeInvest Direct Portfolio College Savings Plan Accounts with accounts in other Colorado Section 529 Plans (including accounts in the Stable Value Plus College Savings Plan, the Scholars Choice College Savings Program, and the Smart Choice College Savings Plan), but will continue to aggregate CollegeInvest Direct Portfolio College Savings Plan Accounts having the same Account Owner and Beneficiary. CollegeInvest has instructed the Manager to follow such new aggregation requirements in performing recordkeeping and administrative services with respect to CollegeInvest Direct Portfolio College Savings Plan Accounts and in preparing and issuing IRS Form 1099-Qs with respect to withdrawals taken from CollegeInvest Direct Portfolio College Savings Plan Accounts in the 2015 tax year and in subsequent tax years.

The amendments set forth below reflect the manner in which CollegeInvest intends to implement the new aggregation requirements. Qualified Withdrawals taken in 2015 and in subsequent tax years continue to be excludable from the Account Owner’s and Beneficiary’s federal taxable income.

The following replaces the last sentence of the third paragraph of the “Other Information About Your Plan Account— Withdrawals” section on page 31 of the Plan Disclosure Statement:

For purposes of calculating these taxes, each withdrawal is treated as including a ratable share of investment earnings on all Plan accounts for the Beneficiary having the same Account Owner.

The following replaces the first sentence of the “Tax Matters—Aggregation of Accounts” section on page 38 of the Plan Disclosure Statement:

All Plan accounts with the same Account Owner for the benefit of a single Beneficiary will be treated as a single account for purposes of calculating the earnings portion of a distribution from those Plan accounts.

Account Owners are encouraged to consult their tax advisors about the impact of these and other 529 Plan-related changes made by the PATH Act on their individual situations.

Additional Information

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SUPPLEMENT DATED JANUARY 2016 TO

THE COLLEGEINVEST DIRECT PORTFOLIO COLLEGE SAVINGS PLAN

PLAN DISCLOSURE STATEMENT, PARTICIPATION AGREEMENT,

AND PRIVACY POLICY DATED MARCH 2015

This Supplement describes important changes to the CollegeInvest Direct Portfolio College Savings Plan (the Plan). This information is intended to supplement the Plan Disclosure Statement, Participation Agreement, and Privacy Policy (the Plan Disclosure Statement) dated March 2015. Please keep this Supplement with your other Plan documents.

Prime Money Market Fund

On December 14, 2015, Institutional Shares of Vanguard Prime Money Market Fund were converted to Admiral™ Shares. All references to “Vanguard Prime Money Market Fund Institutional Shares” found throughout the Plan Disclosure Statement are replaced with “Vanguard Prime Money Market Fund Admiral Shares.” The fund’s expense ratio didn’t change.

Updated Average Annual Returns

The following replaces the “Portfolio Performance” table on page 22 of the Plan Disclosure Statement.

Direct Portfolio Average Annual Returns as of October 31, 2015*

Portfolio 1 Year 3 Year 5 Year 10 Year

Since Inception

Inception Date

Aggressive Growth Portfolio 1.21% 13.07% 11.22% 6.62% 6.94% 10/28/2004

Growth Portfolio 1.57 10.21 9.26 6.22 6.49 10/22/2004

Moderate Growth Portfolio 1.89 7.31 7.18 5.83 5.93 10/22/2004

Conservative Growth Portfolio 1.81 4.34 4.96 5.18 5.15 10/22/2004

Income Portfolio 0.79 0.19 1.77 3.32 3.13 10/22/2004

Stock Index Portfolio 4.12 15.66 13.73 7.58 8.06 10/22/2004

Bond Index Portfolio 1.48 1.17 2.55 4.17 3.82 10/22/2004

Money Market Portfolio** 0.00 0.00 0.00 1.18 1.26 10/29/2004

** The performance data shown represent past performance, which is not a guarantee of future results. Investment returns and principal value will fluctuate, so Account Owners’ Portfolio units, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit www.collegeinvest.org. Source: Vanguard.

**The Money Market Portfolio’s management fee and CollegeInvest administrative fee may be voluntarily waived in an effort to maintain a net yield of 0.00%.

Additional Information

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PLAN DISCLOSURE STATEMENT, PARTICIPATION AGREEMENT, AND PRIVACY POLICY MARCH 2015 COLLEGEINVEST ASCENSUS COLLEGE SAVINGS / VANGUARD

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Plan Disclosure Statement, Participation Agreement, and Privacy Policy

Plan Disclosure Statement

The Plan Highlights—Pages 2–3 Part 1. Introduction—Pages 5–6

General Information About 529 Plans and The Plan Who’s Who in The Plan

Other Important Information How to Contact Us

Part 2. Getting Started—Pages 7–8 1. Opening Your Plan Account 2. Choosing Your Beneficiary

3. Choosing Your Investment Options 4. Contributing to Your Plan Account

Part 3. The Plan Investment Options—Pages 9–23 Investment Option Summary

The Age-Based Options

The Blended Portfolios and Individual Portfolios The Plan Portfolio Profiles

The Blended Portfolios

Aggressive Growth Portfolio Growth Portfolio

Moderate Growth Portfolio Conservative Growth Portfolio Income Portfolio

The Individual Portfolios Stock Index Portfolio Bond Index Portfolio Money Market Portfolio Certain Underlying Fund Profiles

Explanation of the Risk Factors of the Portfolios and Underlying Funds

Portfolio Performance Underlying Fund Performance

Part 4. The Plan Fees and Charges—Pages 24–25 Asset-Based Fee

Other Charges

Investment Cost Example

Part 5. Certain Risks of Investing in The Plan—Pages 26–27 Part 6. Information About The Plan, the Managers, the Upromise®_{Service, and Ugift}®_{—Give College Savings—}

Page 28 The Plan

Upromise Service

Ugift—Give College Savings

Part 7. Other Information About Your Plan Account— Pages 29–35

Contributions

Changing Investment Options for Current Balances and Future Contributions

Withdrawals

Nonqualified Withdrawals Exempt From the 10% Federal Penalty Tax

Maximum Contribution Limit Unused Account Assets Pricing of Portfolio Units

Confirmations and Statements/Safeguarding Your Plan Account

Account Restrictions

Control Over Your Plan Account

Designation of Successor Account Owner Changing Your Beneficiary

Dormant Account

Part 8. Tax Matters—Pages 36–40 Caveats With Respect to Tax Discussion Changing Tax Laws and Regulations Maximum Contribution Limit

Federal Income Tax Treatment of Contributions and Withdrawals

Qualified Higher Education Expenses Qualified Withdrawals

Nonqualified Withdrawals Tax Reporting

Losses Upon Withdrawal Aggregation of Accounts

Transfers Between Accounts of Different Designated Beneficiaries or Different 529 Plans

Federal Estate and Gift Taxes Education Savings Accounts Series EE and I Savings Bonds

American Opportunity and Lifetime Learning Credits Tax Deduction for Education Expenses

Effect on Other Federal Tax Benefits State of Colorado Income Tax

Part 9. Legal and Administrative Information About The Plan—Page 41

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The Plan Highlights

The Plan Highlights below direct you to more complete information about The Plan contained in this Plan Disclosure Statement, which you should review carefully. The offering of the CollegeInvest®_{Direct Portfolio College Savings Plan to potential investors}

is made only by means of the entire Plan Disclosure Statement and Participation Agreement. Purpose of the CollegeInvest

Direct Portfolio

To help individuals and families save for higher education expenses through a tax-advantaged investment plan administered by CollegeInvest, a division of the Colorado Department of Higher Education.

Managers of The Plan The Plan is managed by Ascensus College Savings Recordkeeping Services, LLC, and Ascensus Broker Dealer Services, Inc. (collectively, “Ascensus College Savings”), and The Vanguard Group, Inc. (“Vanguard”). The term “Manager” or “Managers” as used in this Plan Disclosure Statement means Ascensus College Savings and/or Vanguard as the context so requires. All investment management for The Plan will be provided by Vanguard. The Managers’ contract expires on December 31, 2024.

See Part 1. Introduction, page 5.

Contact Information CollegeInvest Direct Portfolio College Savings Plan P.O. Box 219931

Kansas City, MO 64121-9931 www.collegeinvest.org Phone: 800-997-4295

Monday through Friday from 6 a.m. to 7 p.m., Mountain time

No Guarantee Against Loss None of your Plan account, the principal you invest in the CollegeInvest Direct Portfolio College Savings Trust, or any investment return is insured or guaranteed by The Plan, the State of Colorado, CollegeInvest, any other state or federal governmental agency, Ascensus College Savings, Vanguard, or any other entity. You could lose money, including the principal you invest.

Eligibility (Account Owner) The Plan is open to all U.S. citizens and resident aliens who have a Social Security number or taxpayer identification number and have a U.S. permanent address that is not a P.O. box. There are no restrictions on income of Account Owners.

See Part 2. Getting Started, page 7.

Beneficiary The Beneficiary may be a U.S. citizen or resident alien with a Social Security number or taxpayer identification number, of any age, from newborn to adult. The Account Owner may change Beneficiaries or transfer a portion of the account to a different Beneficiary without adverse tax consequences, provided the new Beneficiary is a qualifying member of the family of the prior designated Beneficiary. The Account Owner and the Beneficiary for a Plan account may be the same.

See Part 7. Other Information About Your Plan Account—Changing Your Beneficiary, page 34.

Contributions Contributions may be made by anyone, regardless of the relationship to the Account Owner or Beneficiary, but the Account Owner retains ownership and control of all account assets.

Initial contribution: $25 minimum. Additional contributions: $15 minimum.

See Part 7. Other Information About Your Plan Account—Maximum Contribution Limit, page 32. Maximum Contribution Limit $350,000—Plan accounts that have reached the combined Maximum Contribution Limit across all 529

Plans sponsored by the State of Colorado (“Colorado 529 Plans”) for the same Beneficiary may continue to accrue earnings, but additional contributions are prohibited unless the combined account balance falls below the Maximum Contribution Limit.

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Fees and Charges Current asset-based fee: 0.39%. The Plan charges an annual account fee of $20, which will be waived if: (1) the Account Owner or the Beneficiary is a resident of Colorado, (2) the account balance is greater than $10,000, (3) the Account Owner elects electronic delivery of all Plan documents, or (4) the account was established prior to December 1, 2011, where either the Account Owner or the Beneficiary was a Wyoming resident.

See Part 4. The Plan Fees and Charges, page 24.

Tax Matters • Earnings grow free from federal and Colorado income tax while in a Plan account. • There is no federal or Colorado income tax on Qualified Withdrawals.

• The annual gift exclusion is $14,000 (single) and $28,000 (married couple). No gift tax is payable on contributions up to $70,000 (single) and $140,000 (married couple)—prorated over five years. • Contributions are deductible from Colorado state income tax (subject to recapture if a Nonqualified

Withdrawal).

• The earnings portion of a Nonqualified Withdrawal generally is includable in the taxable income of the Account Owner.

Subject to certain exceptions, the earnings portion of a Nonqualified Withdrawal will also be subject to an additional 10% federal penalty tax. Contributions to a 529 Plan are not deductible for federal income tax purposes. Consult a qualified tax advisor regarding the application of these rules to your circumstances. See Part 8. Tax Matters, page 36.

Qualified Withdrawals Assets in your Plan account used to pay for tuition, fees, certain room and board, books, supplies, and equipment required for enrollment or attendance at any Eligible Educational Institution in the U.S. or abroad will be considered a Qualified Withdrawal.

See Part 7. Other Information About Your Plan Account—Withdrawals, page 31. Account Control As an Account Owner, you can:

• Retain control of how and when money is used.

• Change Beneficiaries without paying federal income tax or a federal penalty tax, if the new Beneficiary is a “member of the family” of the currently designated Beneficiary.

• Withdraw amounts in your account for any purpose, subject to applicable federal and Colorado income taxes on earnings (including possible recapture of state tax deductions) and a 10% federal penalty tax on earnings.

See Part 7. Other Information About Your Plan Account, page 29. Account Control Limitations A few limitations apply:

• You may change the investment option for your Plan account for any reason two times during any calendar year, or with the permissible change of Beneficiary. This limitation applies on an aggregate basis to all accounts under The Plan and other Colorado 529 Plans having the same Account Owner and Beneficiary. • An Account Owner may transfer all or part of a Plan account to a non-Colorado 529 Plan for the same

Beneficiary only if it has been at least 12 months since the last such transfer for the Beneficiary. See Part 7. Other Information About Your Plan Account, page 29.

Online Applications and Account Information

• Account Owners may obtain an Enrollment Application online at www.collegeinvest.org or by mail. • Account Owners may choose to receive periodic account statements, transaction confirmations, tax

forms, and other personal correspondence online, rather than by mail. See Part 2. Getting Started, page 7.

Upromise Service You may choose to sign up for the optional Upromise service that lets members get back a percentage of their qualified spending when dining out, shopping for groceries, buying gas, and making other purchases with participating companies. These dollars can be transferred to your Plan account on a periodic basis. See Part 6. Information About The Plan, the Managers, the Upromise Service, and Ugift—Give College Savings, page 28.

Privacy Policy All information you provide to The Plan is treated confidentially. CollegeInvest has a Privacy Policy for the benefit of Plan participants.

See Privacy Policy, page 49. Other Education Savings and

Investment Alternatives

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Part 1. Introduction

General Information About 529 Plans and The Plan Section 529 of the Internal Revenue Code permits states and state agencies to sponsor qualified tuition programs (“529 Plans”), which are tax-advantaged programs intended to help individuals and families save for the costs of higher education. CollegeInvest administers a college savings program (the “Program”) and offers several 529 Plans as part of the Program. This Plan Disclosure Statement describes the CollegeInvest Direct Portfolio College Savings Plan (“The Plan”), which is one of such 529 Plans. Even if you do not live in Colorado, you may invest in The Plan, although non-Colorado residents should consider whether their state offers a 529 Plan that would provide state income tax or other benefits not available through The Plan. See Other Important Information—State Tax and Other Benefits below.

CollegeInvest also offers several 529 Plans other than The Plan. See CollegeInvest’s website at www.collegeinvest.org for more information.

Amounts contributed to The Plan are invested in the CollegeInvest Direct Portfolio College Savings Trust (the “Trust”). When you invest in The Plan, you are purchasing Portfolio units issued by the Trust. CollegeInvest acts as trustee for the Trust and has contracted with the Managers to hold the assets of the Trust in a segregated custody account. Assets of the Trust are held “in trust” for the exclusive benefit of Account Owners and Beneficiaries of The Plan. The Trust will not make any loans to either Account Owners or Beneficiaries. Amounts invested in a Plan account may not be pledged, assigned, or otherwise used as collateral or security for a loan. The assets in the Trust will be allocated as directed by Account Owners to investment portfolios (“Portfolios”) and invested by Vanguard. See Part 3. The Plan Investment Options.

An investment in The Plan will not be the appropriate investment program for all investors. You should evaluate The Plan, the investment options available, and the Portfolios in the context of your overall financial situation, investment goals, other resources and needs (such as liquidity), and other investments.

Who’s Who in The Plan

CollegeInvest—CollegeInvest, a division of the Colorado Department of Higher Education (“CollegeInvest”), provides certain administrative services in connection with The Plan and generally oversees the Managers’ activities in providing services to The Plan.

Ascensus College Savings—Ascensus College Savings Recordkeeping Services, LLC, and Ascensus Broker Dealer Services, Inc., have been selected by CollegeInvest to be Managers of The Plan, responsible for the day-to-day operations of The Plan, including but not limited to certain marketing services, administration, recordkeeping, and other services for The Plan. “Ascensus College Savings” is used to refer collectively or individually, as the case requires, to Ascensus College Savings Recordkeeping Services, LLC, Ascensus Broker Dealer Services, Inc., and their affiliates. Vanguard—The Vanguard Group, Inc., has been selected by CollegeInvest to be a Manager of The Plan, responsible for all investments of The Plan Portfolios and the Underlying Funds in which each of the Portfolios is invested. Vanguard also assists CollegeInvest in marketing The Plan, providing administrative services, and distributing the securities issued by the Trust. “Vanguard” is used to refer collectively or individually, as the case requires, to The Vanguard Group, Inc., Vanguard Marketing Corporation, and their affiliates. Throughout this document, the State of Colorado, the Trust, CollegeInvest, Ascensus College Savings, and Vanguard are referred to collectively as “Associated Persons” of The Plan. Other Important Information

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT. The Plan is required by federal law to obtain from each person who opens an account certain personal information—including name, street address, Social Security number or individual taxpayer identification number, and date of birth, among other information, that will be used to verify identity. If you do not provide this information, The Plan will not be able to open your account. If we are unable to verify your identity, The Plan reserves the right to close your account or take other reasonable steps.

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State Tax and Other Benefits. The Colorado income tax deduction, as described in this Plan Disclosure Statement, is available only to Colorado taxpayers investing in Colorado plans under current law, which may be changed through future legislative or judicial action. If you are not a Colorado taxpayer, consider before investing whether your or the Beneficiary’s home state offers a 529 Plan that provides its taxpayers with favorable state tax or other benefits that may only be available through investment in the home state’s 529 Plan and that are not available through investment in The Plan. Because different states have different tax provisions, this Plan Disclosure Statement contains limited information about the state tax consequences of investing in The Plan. Therefore, please consult your financial, tax, or other advisor to learn more about how state-based benefits (or any limitations) would apply to your specific circumstances. You also may wish to contact your home state’s 529 Plan(s), or any other 529 Plan, to learn more about those Plans’ features, benefits, and limitations. Keep in mind that state-based benefits should be one of many appropriately weighted factors to be considered when making an investment decision. Other 529 Plans Administered by CollegeInvest. CollegeInvest currently offers three other 529 Plans that are not described in this Plan Disclosure Statement. These 529 Plans have different investment options, investment managers, fees, and sales commissions and may be marketed differently from The Plan. CollegeInvest may develop and offer other 529 Plans in the future. Please call 800-448-2424 or go to www.collegeinvest.org for information and materials that describe other 529 Plans administered and offered by CollegeInvest.

Investments Are Not Guaranteed or Insured. Investments in The Plan are not guaranteed or insured by The Plan, the State of Colorado, CollegeInvest, any other federal or state governmental agency, the Federal Deposit Insurance Corporation, Vanguard, Ascensus College Savings, or any other entity. The value of your Plan account will depend on market conditions and the performance of the Portfolios for the investment option(s) you select. Investments in The Plan can go up or down in value, and you could lose money (including the principal invested), or not make money, by investing in The Plan.

The Plan Is Not a Mutual Fund. Although money contributed to The Plan will be allocated to Portfolios that invest in mutual funds, neither the Trust, The Plan, nor any of The Plan’s Portfolios is a mutual fund. An investment in The Plan is an investment in municipal fund securities that are offered and issued by the Trust. These securities are not registered with the U.S. Securities and Exchange Commission (“SEC”) or any state, nor are the Trust, The Plan, or The Plan’s Portfolios registered as investment companies with the SEC or any state. Changes in The Plan. It is possible that federal and state laws may change in a manner that will adversely affect The Plan as described in this Plan Disclosure Statement and that such adverse effects may be retroactive. CollegeInvest also may amend The Plan at any time if CollegeInvest determines that such an amendment is necessary to maintain qualification under Section 529 or is otherwise desirable. Important Reference Material. Please keep this Plan Disclosure Statement and Participation Agreement for future reference. This document gives you important information about The Plan, including information about the investment risks associated with, and the terms under which you agree to participate in, The Plan.

How to Contact Us

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Part 2. Getting Started

This section offers a brief overview of the process needed to: (1) open your account with The Plan, (2) designate your Beneficiary, (3) choose your investment option(s), and (4) contribute money to your Plan account. Before you begin, it is important that you understand two terms used throughout this Plan Disclosure Statement.

• The Account Owner is the person who opens an account with The Plan and controls the assets held in the account. References in this document to “you” mean you in your capacity as the Account Owner.

• The Beneficiary (future student) is the person designated by the Account Owner whose higher education expenses are expected to be paid (in whole or in part) using money from the account. The Account Owner and the Beneficiary for a Plan account may be the same.

1. Opening Your Plan Account Who May Open a Plan Account?

To be an Account Owner, you must be a U.S. citizen or resident alien and must have a Social Security number or taxpayer identification number. Trusts, not-for-profit organizations, local governments, corporations, and partnerships may also be Account Owners. Account

Owners must provide The Plan with a permanent U.S. address that is not a P.O. box.

Although persons other than the Account Owner can contribute to an account, only the Account Owner controls how account assets are invested and used. There can be only one Account Owner designated per account. You may grant another person the ability to take certain actions with respect to your account by completing the appropriate form(s). You may name a successor Account Owner to control the account if you die. If, on the death of the Account Owner, a successor Account Owner has not been designated or is deceased or validly disclaims his or her interest in the account at the time of the Account Owner’s death, the Beneficiary of the account automatically will become the Account Owner after completion of the Enrollment Application in good order. The Plan may also require submission of additional documents. You may transfer a Plan account to another Account Owner subject to the conditions described in Part 7. Other Information About Your Plan Account.

There is no limit on the age of the Account Owner to participate in, or benefit from, The Plan. If the Account Owner is a minor, his or her parent or legal guardian will need to consent to the minor’s participation in The Plan by signing the Enrollment Application.

How Do You Open a Plan Account?

• Online: Complete the Enrollment Application at www.collegeinvest.org.

• By mail: Complete, sign, and mail the Enrollment Application to CollegeInvest Direct Portfolio College Savings Plan, P.O. Box 219931, Kansas City, MO 64121-9931.

By signing the Enrollment Application, you will agree to the terms of your account, the Participation Agreement, and The Plan set forth in this Plan Disclosure Statement.

Please see Part 7. Other Information About Your Plan Account for a description of the Enrollment Application process and for more details on setting up an account with The Plan.

2. Choosing Your Beneficiary

You must name a Beneficiary for the account on your Enrollment Application. A Beneficiary must be a U.S. citizen or resident alien and have a Social Security number or taxpayer identification number.

• You may designate only one Beneficiary per account, but you or different Account Owners may establish different accounts for the same Beneficiary subject to the Maximum Contribution Limit.

• There is no limit on the age of the Beneficiary to participate in, or benefit from, The Plan.

• You do not have to be related to the Beneficiary. • You may name yourself as the Beneficiary.

Only the Account Owner can change the Beneficiary of an account. Please see Part 7. Other Information About Your Plan Account for more details on setting up an account with The Plan and changing the Beneficiary of your account. 3. Choosing Your Investment Options

You may select from a number of investment options. The options fall into two categories:

Age-Based Options (three options). The asset allocation of money invested in the Age-Based Options is automatically adjusted over time to include a lower percentage of allocations to stock funds as the Beneficiary approaches college age. Blended Portfolios and Individual Portfolios (eight options). Money invested in one of these options is allocated to the Portfolio you choose for the life of your investment (unless you direct a change in investment option). The Blended Portfolios and the Individual Portfolios are each invested according to a static asset allocation; it does not change over time (unless CollegeInvest determines that a change is appropriate). Each time you contribute, you may choose up to five investment options. Regardless of how many investment options you select, you must allocate a minimum of 5% of the contribution to each option you choose. Investment percentages must total 100%. You may not direct the investment of your account assets other than selecting investment options when a contribution is made and reallocating assets up to twice per calendar year.

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4. Contributing to Your Plan Account Initial Contribution

• You must open an account with an initial investment of $25 or more.

Additional Contributions

• You or others may make additional contributions to your account at any time, subject to the Maximum Contribution Limit. The minimum additional contribution is $15.

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Part 3. The Plan Investment Options

Investment Option Summary

The Plan offers many different investment options for your account contributions.

• You may choose from three Age-Based Options in which your money automatically is moved to Portfolios that progressively include a lower percentage of allocations to stock funds as your Beneficiary approaches college age. You may select the Age-Based Option—conservative, moderate, or aggressive—that best reflects your own risk tolerance.

• You may choose from five Blended Portfolios and three Individual Portfolios, which invest the respective Portfolio assets in varying allocations of stock funds, bond funds, and a money market fund. If you choose a Blended or an Individual Portfolio, your money will remain in that Portfolio until you direct The Plan to change the investment of your account assets.

The limits on your ability to change the investment option(s) for your account are described in Part 7. Other Information About Your Plan Account—Changing Investment Options for Current Balances and Future Contributions.

Each Portfolio invests its assets in investments approved by CollegeInvest, which currently consist of one or more mutual funds managed by Vanguard (the “Underlying Funds”). Please keep in mind that you will not own shares of the Underlying Funds.

Vanguard has agreed to invest Portfolio assets in investments in accordance with the CollegeInvest Investment Policy Statement, which sets forth policies, objectives, and guidelines that govern the investment of such assets. CollegeInvest reserves the right to change, at any time, the Investment Policy Statement, which may affect the Portfolios that make up the Age-Based Options, the Blended Portfolios, the Individual Portfolios, or the Underlying Funds in which the Portfolios invest.

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The Age-Based Options

You may choose from the following three Age-Based Options: • Conservative Age-Based Option

• Moderate Age-Based Option • Aggressive Age-Based Option

The Age-Based Options are designed to take into account a Beneficiary’s age and your investing time horizon—i.e., the number of years before the Beneficiary is expected to attend an Eligible Educational Institution as defined later. Within the Age-Based Options, you may invest according to your risk tolerance in either a conservative, moderate, or aggressive asset allocation.

In general, for younger Beneficiaries, the Age-Based Options will be invested in Portfolios more heavily weighted in stock funds to capitalize on the longer investment time frame and to try to maximize returns. As time passes, account assets are automatically moved to include a lower percentage of allocations to stock funds in an attempt to preserve capital as the withdrawal phase approaches. As the table below shows, for any particular age group, the Conservative Age-Based

Option usually has a higher concentration of assets in bond and/or money market funds than does the Moderate Age-Based Option. The same is true for the Moderate Age-Age-Based Option compared with the Aggressive Age-Based Option. Portfolios with higher allocations to bond and money market funds tend to be less volatile than those with higher stock allocations. Less volatile Portfolios generally will not decline as much when stock markets go down but also generally will not appreciate in value as much when stock markets go up. The Manager relies on your representation as to the age of the Beneficiary to allocate your assets to a particular Portfolio at the outset.

A description of the Underlying Funds, as of December 31, 2014, in which each of these Portfolios invests is provided in The Blended Portfolios and Individual Portfolios in this section.

For each of the Age-Based Options, The Plan will automatically exchange assets between one Portfolio and another as the Beneficiary ages. The exchange occurs during the month following the month of the Beneficiary’s birth date, according to the schedule in the following table.

Age-Based Options

Age of Beneficiary Conservative Moderate Aggressive

Newborn through 5 Moderate Growth Portfolio 50% Stock

50% Bond

Growth Portfolio 75% Stock 25% Bond

Aggressive Growth Portfolio 100% Stock

6 through 10 Conservative Growth Portfolio 25% Stock

75% Bond

Moderate Growth Portfolio 50% Stock

50% Bond

Growth Portfolio 75% Stock 25% Bond 11 through 15 Income Portfolio

75% Bond 25% Money Market

Conservative Growth Portfolio 25% Stock

75% Bond

Moderate Growth Portfolio 50% Stock

50% Bond 16 through 18 Income Portfolio

75% Bond 25% Money Market

Income Portfolio 75% Bond 25% Money Market

Conservative Growth Portfolio 25% Stock

75% Bond 19 or older Money Market Portfolio

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The Blended Portfolios and Individual Portfolios Unlike the Age-Based Options, the Blended Portfolios and Individual Portfolios do not change asset allocations as the Beneficiary ages. Instead, your assets will be allocated to such Portfolio for the life of your investment (unless you direct a change in investment option). These Portfolios are invested according to an asset allocation that remains fixed over time (unless CollegeInvest decides to implement changes to any of the asset allocations under the Investment Policy Statement).

If you choose to invest in Portfolios that have a significant weighting in stock funds, you may wish to consider moving your assets to include a lower percentage of allocations to stock funds as your Beneficiary approaches college age. Please note that there are limitations on your ability to move assets from one Portfolio to another. See Part 7. Other Information About Your Plan Account—Changing Investment Options for Current Balances and Future Contributions.

Blended Portfolios

The five Blended Portfolios listed below invest in multiple Underlying Funds (the percentages of those investments are detailed in the following table).

• Aggressive Growth Portfolio • Growth Portfolio

• Moderate Growth Portfolio • Conservative Growth Portfolio • Income Portfolio

Individual Portfolios

Each of the three Individual Portfolios invests entirely in a single Underlying Fund.

• Stock Index Portfolio invests in Vanguard®_{Institutional Total}

Stock Market Index Fund Institutional Plus Shares.

• Bond Index Portfolio invests in Vanguard Total Bond Market Index Fund Institutional Plus Shares.

• Money Market Portfolio invests in Vanguard Prime Money Market Fund Institutional Shares.

The Underlying Fund in which an Individual Portfolio invests all of its assets is subject to change.

Vanguard invests Blended Portfolio assets in one or more Underlying Funds that have investment objectives consistent with each particular asset category. Thefollowing table provides, as of March 2015, the expected allocation of each Blended Portfolio’s assets for investment in the particular Underlying Fund (unless a decision is made by CollegeInvest to change the investments in which the Portfolio assets are invested). You will be notified of any significant changes to the investments to which Portfolio assets are allocated.

Underlying Fund

Aggressive Growth

Portfolio PortfolioGrowth

Moderate Growth Portfolio

Conservative Growth

Portfolio PortfolioIncome Vanguard Institutional Total Stock Market Index

Fund Institutional Plus Shares 70% 52.5% 35% 17.5% 0%

Vanguard Total International Stock Index Fund

Institutional Plus Shares 30 22.5 15 7.5 0

Total Stock Funds 100% 75% 50% 25% 0%

Vanguard Total Bond Market II Index Fund

Institutional Shares 0 20 40 60 42

Vanguard Total International Bond Index Fund

Vanguard Short-Term Inflation-Protected

Securities Index Fund Institutional Shares 0 0 0 0 18

Total Bond Funds 0% 25% 50% 75% 75%

Vanguard Prime Money Market Fund

Total Money Market Funds 0% 0% 0% 0% 25%

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The Plan Portfolio Profiles

Requesting Additional Information About the Underlying Funds

Your contributions to a Portfolio will be invested in one or more of the Underlying Funds. Please keep in mind that you will not own shares of the Underlying Funds. Instead, you will own interests in the Trust established by CollegeInvest. Information in this Plan Disclosure Statement about the Underlying Funds has been provided by Vanguard and has not been independently verified by CollegeInvest. Additional information about the investment strategies and risks of each Underlying Fund is available in its current prospectus and statement of additional information. You can request a copy of the current prospectus, the statement of additional information, or the most recent semiannual or annual report of any Underlying Fund by visiting Vanguard’s website at www.vanguard.com/mutualfunds or by calling 800-997-4295. Information about Vanguard Total Bond Market II Index Fund Institutional Shares can be found on Vanguard’s Institutional Investors site at www.vanguard.com/ institutional or by calling 800-997-4295.

Annual Asset-Based Fee. The annual asset-based fee for any of the Age-Based Options, Blended Portfolios, or Individual Portfolios is currently 0.39%. See Part 4. The Plan Fees and Charges—Asset-Based Fee.

The Target Indexes of the Underlying Funds May Change. Six of the Underlying Funds—Vanguard Institutional Total Stock Market Index Fund Institutional Plus Shares, Vanguard Total International Stock Index Fund Institutional Plus Shares, Vanguard Total Bond Market Index Fund Institutional Plus Shares, Vanguard Total Bond Market II Index Fund Institutional Shares, Vanguard Short-Term Inflation-Protected Securities Index Fund Institutional Shares, and Vanguard Total International Bond Index Fund Institutional Shares—are index funds. The target index for each Underlying Fund is described below. Each Vanguard index fund reserves the right to substitute a different target index for the index it currently tracks. Another target index could be substituted if the original target index is discontinued, if the Underlying Fund’s agreement with the sponsor of its current index is terminated, or for any other reason determined in good faith by the Underlying Fund’s board of trustees. In any such instance, the substitute index would measure the same market segment as the current index.

The Blended Portfolios Aggressive Growth Portfolio

Investment Objective

The Portfolio seeks to provide capital appreciation. Investment Strategy

The Portfolio invests in two Vanguard stock index funds according to a formula that results in an allocation of 100% of assets to stocks. The percentages of the Portfolio’s assets allocated to each Underlying Fund are:

Vanguard Institutional Total Stock Market

Index Fund Institutional Plus Shares 70% Vanguard Total International Stock

Index Fund Institutional Plus Shares 30% Through its investment in Vanguard Institutional Total Stock Market Index Fund Institutional Plus Shares, the Portfolio indirectly invests in primarily large-capitalization U.S. stocks and, to a lesser extent, mid-, small-, and micro-capitalization U.S. stocks. The Fund is designed to track the performance of the CRSP US Total Market Index, which represents 100% of the investable U.S. stock market and includes large-, mid-, small-, and micro-cap stocks regularly traded on the New York Stock Exchange (“NYSE”) and Nasdaq. The Fund invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the full Index in terms of key characteristics.

Through its investment in Vanguard Total International Stock Index Fund Institutional Plus Shares, the Portfolio also indirectly invests in international stocks. The Fund is designed to track the performance of the FTSE Global All Cap ex US Index, a free-float-adjusted, market-capitalization-weighted index designed to measure equity market performance of companies located in developed and emerging markets, excluding the United States. The Index includes approximately 5,330 stocks of companies located in 45 countries. The Fund invests all, or substantially all, of its assets in the common

Vanguard Aggressive Growth Portfolio 100% stocks

Aggressive

Option

Vanguard Growth Portfolio 75% stocks 25% bonds Vanguard Moderate Growth Portfolio 50% stocks 50% bonds Vanguard Conservative Growth Portfolio 25% stocks 75% bonds Vanguard Growth Portfolio 75% stocks 25% bonds

Moderate

Option

Vanguard Moderate Growth Portfolio 50% stocks 50% bonds Vanguard Conservative Growth Portfolio 25% stocks 75% bonds Vanguard Income Portfolio 75% bonds 25% short-term reserves Vanguard Income Portfolio 75% bonds 25% short-term reserves Vanguard Moderate Growth Portfolio 50% stocks 50% bonds

Conservative

Option

Vanguard Conservative Growth Portfolio 25% stocks 75% bonds Vanguard Income Portfolio 75% bonds 25% short-term reserves Vanguard Income Portfolio 75% bonds 25% short-term reserves Vanguard Interest Accumulation Portfolio 100% short-term reserves Stocks Bonds Short-term reserves

AGE-BASED OPTIONS (The expense ratio for all the portfolios in the three age-based options is 0.19%.)

6–10 years

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Growth Portfolio

The Portfolio seeks to provide capital appreciation and low to moderate current income.

Investment Strategy

The Portfolio invests in two Vanguard stock index funds and two Vanguard bond index funds, resulting in an allocation of 75% of its assets to stocks and 25% of its assets to investment-grade bonds. The percentages of the Portfolio’s assets allocated to each Underlying Fund are:

Index Fund Institutional Plus Shares 52.5% Vanguard Total International Stock

Index Fund Institutional Plus Shares 22.5% Vanguard Total Bond Market II Index

Fund Institutional Shares 20%

Vanguard Total International Bond Index

Fund Institutional Shares 5%

Through its investment in Vanguard Institutional Total Stock Market Index Fund Institutional Plus Shares, the Portfolio indirectly invests in primarily large-capitalization U.S. stocks and, to a lesser extent, mid-, small-, and micro-capitalization U.S. stocks. The Fund is designed to track the performance of the CRSP US Total Market Index, which represents 100% of the investable U.S. stock market and includes large-, mid-, small-, and micro-cap stocks regularly traded on the NYSE and Nasdaq. The Fund invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the full Index in terms of key characteristics.

Through its investment in Vanguard Total International Stock Index Fund Institutional Plus Shares, the Portfolio also indirectly invests in international stocks. The Fund is designed to track the performance of the FTSE Global All Cap ex US Index, a free-float-adjusted, market-capitalization-weighted index designed to measure equity market performance of companies located in developed and emerging markets, excluding the United States. The Index includes approximately 5,330 stocks of companies located in 45 countries. The Fund invests all, or substantially all, of its assets in the common stocks included in its target Index.

Through its investment in Vanguard Total Bond Market II Index Fund Institutional Shares, the Portfolio indirectly invests in a broadly diversified collection of securities that, in the aggregate, approximates the Barclays U.S. Aggregate Float Adjusted Index in terms of key risk factors and other characteristics. The Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States—including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-mortgage-backed securities—all with maturities of more than 1 year. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which generally ranges between 5 and 10 years.

Through its investment in Vanguard Total International Bond Index Fund Institutional Shares, the Portfolio also indirectly invests in government, government agency, corporate, and securitized non-U.S. investment-grade fixed income investments, all issued in currencies other than the U.S. dollar and with maturities of more than 1 year. The Fund is designed to track the performance of the Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index (USD Hedged), which provides a broad-based measure of the global, investment-grade, fixed-rate debt markets. The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which generally ranges between 5 and 10 years.

Investment Risks

Because it invests mainly in stock funds, the Portfolio primarily is subject to stock market risk. Through its bond fund holdings, the Portfolio has low to moderate levels of interest rate risk, credit risk, income risk, and call/ prepayment risk. The Portfolio also has low to moderate levels of country/regional risk, currency risk, and

emerging markets risk, and low levels of nondiversification risk, currency hedging risk, index sampling risk, and derivatives risk. 75% stocks 25% bonds Vanguard Aggressive Growth Portfolio 100% stocks

Aggressive

Option

Moderate

Option

Conservative

Option

6–10 years

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Moderate Growth Portfolio

The Portfolio seeks to provide capital appreciation and current income.

The Portfolio invests in two Vanguard stock index funds and two Vanguard bond index funds, resulting in an allocation of 50% of its assets to stocks and 50% of its assets to investment-grade bonds. The percentages of the Portfolio’s assets allocated to each Underlying Fund are:

Index Fund Institutional Plus Shares 35% Vanguard Total International Stock

Index Fund Institutional Plus Shares 15% Vanguard Total Bond Market II

Index Fund Institutional Shares 40% Vanguard Total International Bond

Index Fund Institutional Shares 10% Through its investment in Vanguard Institutional Total Stock Market Index Fund Institutional Plus Shares, the Portfolio indirectly invests in primarily large-capitalization U.S. stocks and, to a lesser extent, mid-, small-, and micro-capitalization U.S. stocks. The Fund is designed to track the performance of the CRSP US Total Market Index, which represents 100% of the investable U.S. stock market and includes large-, mid-, small-, and micro-cap stocks regularly traded on the NYSE and Nasdaq. The Fund invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the full Index in terms of key characteristics.

Through its investment in Vanguard Total International Stock Index Fund Institutional Plus Shares, the Portfolio also indirectly invests in international stocks. The Fund is designed to track the performance of the FTSE Global All Cap ex US Index, a free-float-adjusted, market-capitalization-weighted index designed to measure equity market performance of

Through its investment in Vanguard Total Bond Market II Index Fund Institutional Shares, the Portfolio indirectly invests in a broadly diversified collection of securities that, in the aggregate, approximates the Barclays U.S. Aggregate Float Adjusted Index in terms of key risk factors and other characteristics. The Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States—including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-mortgage-backed securities—all with maturities of more than 1 year. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which generally ranges between 5 and 10 years.

Investment Risks

Through its stock fund holdings, the Portfolio is subject to stock market risk. Through its bond fund holdings, the Portfolio has low to moderate levels of interest rate risk, credit risk, income risk, and call/prepayment risk. The Portfolio also has low to moderate levels of country/ regional risk, currency risk, and emerging markets risk, and low levels of nondiversification risk, currency hedging risk, index sampling risk, and derivatives risk.

50% stocks 50% bonds Vanguard Aggressive Growth Portfolio 100% stocks

Aggressive

Option

Moderate

Option

Conservative

Option

6–10 years

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Conservative Growth Portfolio

The Portfolio seeks to provide current income and low to moderate capital appreciation.

The Portfolio invests in two Vanguard bond index funds and two Vanguard stock index funds, resulting in an allocation of 75% of its assets to investment-grade U.S. bonds and 25% of its assets to stocks. The percentages of the Portfolio’s assets allocated to each Underlying Fund are:

Vanguard Total Bond Market II

Index Fund Institutional Shares 60% Vanguard Total International Bond

Index Fund Institutional Shares 15% Vanguard Institutional Total Stock Market

Index Fund Institutional Plus Shares 17.5% Vanguard Total International Stock

Index Fund Institutional Plus Shares 7.5% Through its investment in Vanguard Total Bond Market II Index Fund Institutional Shares, the Portfolio indirectly invests in a broadly diversified collection of securities that, in the aggregate, approximates the Barclays U.S. Aggregate Float Adjusted Index in terms of key risk factors and other characteristics. The Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States—including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-mortgage-backed securities—all with maturities of more than 1 year. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which generally ranges between 5 and 10 years.

Through its investment in Vanguard Institutional Total Stock Market Index Fund Institutional Plus Shares, the Portfolio indirectly invests in primarily large-capitalization U.S. stocks and, to a lesser extent, mid-, small-, and micro-capitalization U.S. stocks. The Fund is designed to track the performance of the CRSP US Total Market Index, which represents 100% of the investable U.S. stock market and includes large-, mid-, small-, and micro-cap stocks regularly traded on the NYSE and Nasdaq. The Fund invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the full Index in terms of key characteristics.

Through its investment in Vanguard Total International Stock Index Fund Institutional Plus Shares, the Portfolio also indirectly invests in international stocks. The Fund is designed to track the performance of the FTSE Global All Cap ex US Index, a free-float-adjusted, market-capitalization-weighted index designed to measure equity market performance of companies located in developed and emerging markets, excluding the United States. The Index includes approximately 5,330 stocks of companies located in 45 countries. The Fund invests all, or substantially all, of its assets in the common stocks included in its target Index.

Investment Risks

Because it invests mainly in bond funds, the Portfolio primarily is subject to low to moderate levels of interest rate risk, credit risk, income risk, and call/prepayment risk. Through its stock fund holdings, the Portfolio is subject to stock market risk. The Portfolio also has low to moderate levels of country/regional risk, currency risk, emerging markets risk, nondiversification risk, and currency hedging risk, and low levels of index sampling risk and derivatives risk.